UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~Pursuant ofto ~~report~~Section 13 or 15(~~Date~~d) of ~~earliest~~the ~~event~~Securities ~~reported):~~Exchange ~~March~~Act 5,of ~~2007~~1934

~~K&F~~Date of ~~Industries~~Report ~~Holdings, Inc. K&F Industries, Inc.~~ (~~Exact~~Date ~~name~~ of ~~registrant~~Earliest asEvent ~~specified in its charter~~Reported): ~~(Exact~~June ~~name~~22, ~~of registrant as specified in its charter)~~2007

DELAWARE		DELAWARE
K&F Industries Holdings, Inc.		K&F Industries, Inc.
(Exact name of registrant as specified in its charter)		(Exact name of registrant as specified in its charter)
Delaware		Delaware
(State or other jurisdiction of incorporation or organization)		(State or other jurisdiction of incorporation or organization)
333-124870		33-29035
(Commission File Number)		(Commission File Number)
20-1844325		34-1614845
(IRS Employer Identification No.)		(IRS Employer Identification No.)
50 Main Street, 4th Floor, White Plains, NY		10606
(Address of Principal Executive Offices)		(Zip Code)

(914) 448-2700

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate ~~box~~ box below if the Form 8-K filing is intended to simultaneously satisfy the ~~filing~~ filing obligation of the registrant under any of the following provisions ~~(see General Instructions A.2 below)~~:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item 1.01 Entry Into a Material Definitive Agreement~~INTRODUCTORY NOTE

On ~~March~~June 522, 2007, ~~K&F Industries Holdings~~ Meggitt-USA, Inc., a Delaware corporation. (~~the~~ “~~Company~~Buyer”) and wholly-owned United ~~entered~~States ~~into~~subsidiary anof ~~Agreement~~Meggitt ~~and~~PLC, ~~Plan~~a ofUK ~~Merger~~public ~~(the~~company (“~~Merger Agreement~~Meggitt PLC”), completed byits ~~and~~acquisition ~~among~~of ~~the~~K&F ~~Company,~~Industries ~~Meggitt-USA~~Holdings, Inc., a Delaware ~~corporation~~ corporation (the “~~Purchaser~~Company”), ~~and~~pursuant ~~Ferndown Acquisition~~to ~~Corp.,~~the aterms ~~Delaware~~of ~~corporation~~that ~~and~~certain aagreement ~~wholly-owned~~and ~~subsidiary~~plan of ~~Purchaser (“Merger Sub”~~merger, ~~and~~dated ~~together~~as ~~with Purchaser,~~of ~~the “Purchaser Companies”). Pursuant to the Merger Agreement~~March 5, ~~Merger~~2007 ~~Sub will merge~~ (the “Merger Agreement”), ~~with~~by and ~~into the~~among ~~Company, with~~ the Company, ~~continuing~~Buyer asand ~~the~~Ferndown ~~surviving~~Acquisition ~~corporation~~Corp. ~~and~~(“Ferndown Acquisition”), a ~~wholly-owned~~ subsidiary of ~~Purchaser~~Buyer. ~~Meggitt~~ To ~~PLC,~~consummate ~~a public limited company organized under~~ the ~~laws of~~ ~~England~~acquisition, ~~and~~Ferndown ~~Wales~~Acquisition ~~and~~was ~~the~~merged ~~parent company of Purchaser~~ (the “~~Parent~~Merger”) ~~entered~~ ~~into~~with ~~a Guaranty~~ and ~~Undertakings~~into ~~Agreement dated as of March 5, 2007~~the ~~pursuant~~Company ~~to which Parent irrevocably~~ and ~~unconditionally~~the ~~agreed~~Company towas ~~guaranty~~ the ~~obligations~~ ofsurviving ~~the~~corporation ~~Purchaser~~under ~~Companies~~the ~~under~~Merger. Pursuant to the Merger Agreement, ~~and~~each ~~to comply~~share ~~with~~of ~~all~~ the ~~obligations~~Company’s ~~imposed~~common onstock itissued orand ~~its~~outstanding ~~subsidiaries~~immediately ~~therein. The~~prior ~~Company~~to ~~entered into~~ the effective ~~Merger~~time ~~Agreement following~~of the ~~unanimous~~Merger ~~approval~~was ofcanceled ~~its~~and ~~Board~~automatically ofconverted ~~Directors~~into (the ~~“Board”). Goldman~~ ~~Sachs~~right ~~& Co. acted as financial advisor~~ to ~~the~~receive ~~Company~~$27.00 in ~~connection~~cash, ~~with the~~without ~~transaction~~interest.

AtItem the effective time of the Merger, each issued and outstanding share of common stock of the Company (other than (i) shares owned by the Purchaser Companies or their subsidiaries, or in the treasury of the Company and (ii) shares held by stockholders properly demanding and perfecting appraisal rights) will be converted into the right to receive $271.0002 inTermination ~~cash, without interest. Holders~~ of ~~previously awarded~~Material ~~stock~~Definitive ~~options will receive cash payments at closing equal to the sum of the difference between the per-share option exercise prices of their respective options and $27~~Agreement.~~00 for each share subject to an option.~~

~~The~~Effective ~~completion~~as of the ~~Merger~~closing isof ~~subject~~the toMerger, ~~terms~~all ~~and~~outstanding amounts under ~~conditions~~the ~~customary~~$530 ~~for~~million aCredit ~~transaction~~Agreement, ofdated ~~this~~November ~~type~~18, ~~including~~2004, ~~approval~~as amended, by ~~the Company’s stockholders~~ and ~~Parent’s~~among ~~shareholders,~~certain ~~expiration~~ of the ~~Hart~~Company’s wholly-~~Scott-Rodino~~owned ~~regulatory waiting period~~subsidiaries, the ~~receipt~~lenders offrom ~~certain~~time ~~other governmental~~to ~~approvals~~time ~~and~~party thereto, ~~the~~Lehman ~~absence~~Commercial ofPaper, aInc., ~~material~~as ~~adverse~~Administrative ~~effect~~Agent, ~~with~~and J.P. ~~respect~~Morgan toSecurities, ~~the Company~~Inc. ~~The~~, ~~Merger~~as ~~is expected~~Syndication toAgent ~~close~~(the ~~during~~“Credit ~~the~~Agreement”) ~~second~~were paid ~~quarter~~off ofand ~~2007,~~the ~~subject~~Credit toAgreement ~~customary closing~~was ~~conditions~~terminated.

~~The~~Item Purchaser Companies will finance the Merger and the other transactions contemplated by the Merger Agreement, including the payment of the Merger consideration, through a combination of committed debt and equity financing raised by Parent3. In01 ~~connection~~Notice ~~with the Merger, Parent has entered into an underwriting agreement (the “Underwriting Agreement”) with respect to the issuance~~ of ~~new~~Delisting ~~Parent~~or ~~shares~~Failure ~~in an underwritten rights offering and a definitive credit agreement with respect~~ to ~~the~~Satisfy debt portion of its financing. The Merger is not subject to any financing condition following admission of the new Parent shares to the London Stock Exchange on the date after its shareholder approval at a ~~special shareholder~~Continued ~~meeting~~Listing ~~(currently~~Rule scheduled for March 27, 2007). However, prior to such admission, limited financing conditions apply. In the event the underwriters terminate the Underwriting Agreement because there has been a material adverse change in Parent or ~~the~~Standard; ~~relevant~~Transfer ~~financial markets prior to admission, or Parent’s shareholders do not approve the Merger and the rights offering, either~~ of ~~Purchaser or the Company would be permitted to terminate the Merger Agreement subject to~~ Listing.

2In connection with the closing of the Merger, the Company notified the New York Stock Exchange (the “NYSE”) that each share of Company common stock was canceled and automatically converted into the right to receive $27.00 in cash, without interest, and requested that the NYSE file with the Securities and Exchange Commission an application on Form 25 to report that the shares of Company common stock are no longer listed on the NYSE.

~~reimbursement~~Item ~~of the Company’s reasonably documented expenses up to the maximum amount described below~~3. In03 ~~the~~Material ~~event~~Modification Purchaser’s Board of Directors changes it recommendation and the underwriters terminate the Underwriting Agreement for any other reason, or Parent does not complete its equity financing by a specified date (or a later date in certain limited circumstances), in each case subject to ~~certain~~Rights limited exceptions, the Company in either case, and either Purchaser or the Company in the former case, would be permitted to terminate the Merger Agreement subject to payment by Purchaser to the Company of aSecurity ~~reverse termination fee in the amount described below~~Holders.

~~In connection~~Effective ~~with~~as of the ~~Merger~~closing ~~Agreement,~~on ~~investment~~the ~~partnerships controlled by Aurora Capital Group (“Aurora”)~~Merger, ~~together with certain~~ ~~other~~each ~~co-investors~~share ~~and certain~~ of ~~the Company’s officers~~outstanding ~~and~~common ~~directors have~~stock ~~entered~~converted into ~~Stockholders’~~ ~~Agreements~~the ~~with Purchaser~~right ~~pursuant~~ to ~~which~~receive ~~they~~$27.00 ~~have agreed not~~in tocash. In ~~transfer~~addition, ~~any~~effective as of ~~their~~ ~~shares~~the ~~(representing~~closing ~~collectively approximately 36%~~ of the ~~Company’s outstanding~~Merger, ~~shares)~~each ~~and~~option to ~~vote all~~purchase ofcommon ~~their~~stock ~~shares~~was incancelled ~~favor~~and ~~of the~~converted ~~adoption~~into ~~and approval of~~ the ~~Merger~~right ~~Agreement. These Stockholders’~~to ~~Agreements~~receive ~~terminate~~in ~~upon~~cash ~~termination of~~ the ~~Merger Agreement~~excess, ~~provided~~ ~~that~~if ~~certain~~any, ~~conditions~~of ~~have been satisfied~~$27. In00 ~~addition, certain~~over ~~other co-investors, who currently own approximately 15% of~~ the ~~Company’s~~ ~~outstanding~~exercise ~~shares~~price ~~subject~~per toshare apreviously ~~proxy~~subject ~~held by Aurora or a voting agreement are generally required~~ to ~~vote~~such ~~their~~option, ~~shares~~less inany ~~favor of the Merger to the extent~~required ~~such~~withholding ~~co-investors continue to hold such shares~~taxes.

~~Pursuant~~Item to a “go shop” provision included in the Merger Agreement, the Company and its advisors are permitted and intend to actively solicit Acquisition Proposals (as defined in the Merger Agreement) from third parties until March 25, 2007, or until a later date in certain limited circumstances if Parent’s shareholder meeting is postponed5. ~~After~~01 ~~that~~Changes date, until receipt of the approval of the Company’s stockholders at a special meeting, the Company is not permitted to solicit Acquisition Proposals and may only provide information with respect to the Company and engage in ~~discussions~~Control or negotiations with a third-party that has made an Acquisition Proposal that the Board believes in good faith to be bona fide, and determines in good faith after consultation with its financial advisors and outside counsel, constitutes or may reasonably be expected to result in a Superior Proposal (as defined in the Merger Agreement). If the Board concludes in good faith, after consultation with its outside counsel and financial advisors that any such Acquisition Proposal constitutes a Superior Proposal and otherwise complies with the applicable sections of the Merger Agreement, the Company may then terminate the Merger Agreement so long as it concurrently enters into a definitive agreement with respect to such Superior Proposal and concurrently pays to Purchaser a termination fee and reimburses Purchaser for certain reasonably documented expenses up to the maximum amount described belowRegistrant. If the Company’s stockholders do not approve the Merger at the special meeting, the Company may also be obligated to reimburse Purchaser for certain reasonably documented expenses up to the maximum amount described below.

~~The~~On ~~Merger~~June ~~Agreement~~22, ~~contains~~2007, ~~certain~~pursuant ~~termination rights~~to ~~for both~~ the ~~Company~~terms ~~and~~of ~~Purchaser. The~~the Merger Agreement ~~provides that in certain circumstances~~, ~~upon~~Buyer ~~termination,~~consummated the ~~Company~~acquisition ~~may~~of bethe ~~required~~Company tothrough ~~pay~~the ~~Purchaser~~Merger ~~a termination fee~~ of Ferndown ~~$15~~Acquisition ~~million~~with and~~/or~~ upinto ~~to $35 million of~~ the ~~reasonably documented expenses of Purchaser Companies and Parent~~Company. ~~The~~ ~~Merger~~The ~~Agreement~~Company ~~further~~was ~~provides~~the ~~that,~~surviving corporation in ~~certain~~the ~~other~~Merger. As ~~circumstances,~~a ~~upon~~result ~~termination,~~of ~~Parent~~the ~~may~~Merger, beall ~~required~~of ~~to pay~~ the Company’s aissued ~~termination~~and ~~fee~~outstanding ~~of £14.1~~capital ~~million~~stock oris held ~~the~~by ~~reasonably~~Buyer ~~documented~~and ~~expenses~~all of the ~~Company,~~issued upand tooutstanding ~~$10 million. In~~capital ~~certain~~stock ~~other~~of ~~termination~~Buyer is ~~events,~~owned ~~no payments are required to be made~~ by ~~either~~Meggitt ~~party~~PLC.

3The aggregate consideration used to consummate the Transactions was approximately $1.8 billion, which includes (i) approximately $414 million that was paid out to certain of the Company’s stockholders who were parties to a Securityholders’ Agreement among the Company and certain of its stockholders dated November 18, 2004 and who agreed, at the time the Merger Agreement was entered into, to vote their shares in favor of the Merger, (ii) approximately $689 million that was paid to Mellon Bank as Exchange Agent for distribution to the remaining stockholders and holders of equity-based interests in the Company, (iii) approximately $377 million that was used to pay off all outstanding amounts under the Credit Agreement; (iv) approximately $14.5 million estimated to be applied to pay fees and expenses in connection with the Merger and (v) the assumption or retention of outstanding debt of the Company and its subsidiaries.

~~Under the~~Item Merger Agreement, the Company has also agreed to, as soon as reasonably practicable after receiving a written request from Purchaser to do so, cause the Company’s wholly-owned subsidiary, K&F Industries, Inc5.,02 toDeparture ~~commence~~of ~~an offer~~Directors ~~to purchase and/~~or ~~consent~~Principal ~~solicitation~~Officers; inElection ~~respect~~of ~~its~~Directors; ~~outstanding~~Appointment ~~7 3/4% Senior Subordinated Notes due 2014. The completion~~ of ~~any~~Certain ~~such~~Officers; ~~tender~~Compensatory ~~offer~~Arrangements ~~and/or consent solicitation will be conditioned upon the completion~~ of ~~the~~Certain ~~Merger~~Officers.

~~The~~On ~~Company~~June ~~and~~22, ~~the~~2007, ~~Purchaser~~John ~~Companies have made~~T. ~~customary~~Mapes, ~~representations~~Gerald Parsky, ~~warranties~~Jack ~~and~~O. ~~covenants~~Peiffer, inThomas ~~the~~A. ~~Merger~~Johnson, ~~Agreement~~J. Thomas Zusi, Dale ~~including~~F. ~~covenants~~Frey ~~regarding~~and ~~operation~~Lawrence ofA. ~~the~~Bossidy ~~business~~resigned offrom the Company’s ~~and~~Board ~~its~~of Directors ~~subsidiaries~~effective ~~prior~~immediately. All tocommittees of the ~~closing,~~Board ~~financing,~~of ~~and~~Directors ~~activities related~~ to ~~the obtainment~~which ofthey ~~stockholder~~were ~~approval~~members ~~and~~were ~~necessary~~disbanded ~~governmental~~effective ~~approvals~~as of ~~for~~June ~~the Merger~~22, 2007.

~~The representations~~Item ~~and warranties of each party set forth in the Merger Agreement have been made solely for the benefit of the other party to the Merger Agreement~~5. In03 ~~addition,~~Amendments ~~such representations and warranties (i) have been qualified by the disclosures made~~ to ~~the~~Articles ~~other party in connection to the Merger Agreement, (ii) will not survive the consummation~~ of ~~the~~Incorporation Merger, (iii) at the closing of the Merger, must only be true and correct subject to the standards contained in Sections 6.2 and 6.3 of the Merger Agreement, which may differ from what may be viewed as material by investors and (iv) were made only as of the date of the Merger Agreement or ~~such~~Bylaws; ~~other~~Change ~~date as is specified~~ in ~~the~~Fiscal ~~Merger Agreement, subject to being true and correct, with certain exceptions, as of the closing~~Year.

~~The foregoing~~In ~~description~~connection ofwith the Merger, ~~Agreement~~on June 22, 2007, the ~~Guaranty~~Company filed the Third Amended and ~~Undertakings~~Restated ~~Agreement~~Certificate of Incorporation with the Secretary of State of the State of Delaware. As amended and restated, the certificate ~~Stockholders’~~contains ~~Agreements~~provisions dothat, ~~not~~among ~~purport~~other things, (i) change the registered office; (ii) authorize the issuance of one class of common stock with a par value of $0.01 per share; (iii) authorize the Board of Directors to make, alter or repeal the by-laws of the Company; (iv) provide that the election of the Board of Directors need not be ~~complete~~by ~~and~~written ballot; (v) provide that the Company shall indemnify each director of the Company in the event such director is, or is threatened to be made, a party to any action by reason of ~~qualified~~being a director of the Company; (vi) provide that the Company may indemnify any person in ~~its~~the ~~entirety~~event that such person is, or is threatened to be made, a party to any action by ~~reference~~reason of being an employee or agent of the Company; and (vii) provide that no director shall be personally liable to the ~~full~~Company ~~text~~or its stockholders for monetary damages resulting from a breach of ~~the~~fiduciary ~~Merger~~duty ~~Agreement~~as a director. All other provisions in the Company’s Second Amended and ~~related~~Restated ~~documents~~Certificate of Incorporation were eliminated in their entirety including, ~~which~~without ~~are~~limitation, ~~filed~~those asrelating ~~Exhibits~~to different ~~hereto~~classes of shares, stockholder actions and ~~are~~special ~~incorporated~~meetings of ~~herein~~stockholders. The byforegoing ~~this~~description is qualified in its entirety by reference to the Third Amended and Restated Certificate of Incorporation, a copy of which is attached hereto as Exhibit 99.1.

~~Additional~~Item ~~Information~~8.01. Other Events.

~~The~~On ~~Company~~June ~~plans~~22, ~~to mail a notice and proxy statement with respect to the Merger Agreement~~2007, ~~and file this proxy statement with~~ the ~~SEC~~Company ~~shortly. This~~issued ~~proxy~~a ~~statement~~press ~~will~~release ~~contain~~entitled ~~important information about the Company~~“Meggitt-USA, ~~Purchaser, the proposed Merger and related matters~~Inc. ~~Stockholders are urged to read the proxy statement carefully when it~~ isCompletes ~~available,~~Acquisition asof itK&F ~~will contain important information that stockholders should consider before making a decision about the Merger~~Industries. ~~In addition to receiving the proxy statement~~” ~~from~~A ~~the~~copy ~~Company~~of bythis ~~mail,~~press ~~stockholders~~release ~~will~~is ~~also~~attached behereto ~~able to obtain the proxy statement,~~ as ~~well~~exhibit ~~as other filings containing information about the Company, without charge, from the SEC’s website (www~~99.~~sec.gov) or~~2, ~~without~~and ~~charge, from the Company. This announcement~~ is ~~neither~~incorporated aherein ~~solicitation~~by ~~of proxy, an offer to purchase nor a solicitation of an offer to sell shares of the Company~~reference.

~~The Company~~Item ~~and its executive officers and directors may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to the proposed Merger~~9. ~~Information~~01. ~~regarding~~Financial ~~any~~Statements ~~interests that the Company’s executive officers~~ and ~~directors may have in the transaction will be set forth in the proxy statement~~Exhibits.

4(d) Exhibits

~~Forward-Looking~~99.1 Third Amended ~~Statements~~and Restated Certificate of Incorporation, dated June 22, 2007.

This Current Report on Form 8-K contains various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the proposed acquisition of the Company by Purchaser and the risks and uncertainties related to the occurrence of future events99. ~~These forward-looking~~2 Press ~~statements are based on management’s current expectations~~release, ~~assumptions, estimates~~dated ~~and projections about the current economic environment, the Company and its industry. Certain factors that could cause actual events not to occur~~ as ~~expressed~~of inJune ~~the forward-looking statement include~~22, ~~but are not limited to~~2007, ~~(i)~~entitled the failure to obtain the necessary approval by the Company’s stockholders and Parent’s shareholders, antitrust clearance and certain other governmental approvals in a timely manner or at all, (ii) the failure, under certain circumstances, of “Meggitt to meet the conditions set forth in its financing documents and (iii) the satisfaction of various other closing conditions contained in the Merger Agreement. Other potential risks and uncertainties are discussed in the Company’s reports and other documents filed with the SEC from time to time. The Company assumes no obligation to update the forward-~~looking~~USA, ~~information~~Inc. ~~Such~~ ~~forward-looking statements are based~~Completes ~~upon~~Acquisition ~~many estimates and assumptions and are inherently subject to significant economic and competitive uncertainties and contingencies, many~~ of ~~which~~K&F ~~are beyond the control of the Company’s management~~Industries. ~~Inclusion~~” ~~of such forward-looking statements herein should not be regarded as a representation by the Company that the statements will prove to be correct.~~

~~Item 9.01. Financial Statements and Exhibits~~Signatures

~~(d) Exhibits:~~Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Co-Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 2.1 Agreement and Plan of Merger dated as of March 5, 2007 by and among K&F Industries Holdings, Inc. Ferndown Acquisition Corp. and Meggitt -USA, Inc.

	K&F Industries Holdings, Inc.

Date: June 28, 2007		By:	/s/ Ronald H. Kisner
			Name:	Ronald H. Kisner
			Title:	Executive Vice President, Secretary and General Counsel

~~Exhibit 10.1 Guaranty~~Pursuant ~~and~~to the ~~Undertakings~~requirements ~~Agreement~~of ~~dated~~the asSecurities Exchange Act of ~~March~~1934, 5as amended, ~~2007~~the Co-Registrant byhas ~~and~~duly ~~among~~caused ~~Meggitt PLC~~this ~~and~~report ~~K&F~~to ~~Industries~~be ~~Holdings,~~signed ~~Inc~~on its behalf by the undersigned hereunto duly authorized.

Exhibit 10.2 Stockholders Agreements by and among the Company, Purchaser and the stockholder signatories thereto.

	K&F Industries, Inc.

Date: June 28, 2007		By:	/s/ Ronald H. Kisner
			Name:	Ronald H. Kisner
			Title:	Executive Vice President, Secretary and General Counsel

~~Exhibit~~EXHIBIT ~~99.1 Press Release dated March 6, 2007.~~INDEX

Exhibit		Description

99.1		Third Amended and Restated Certificate of Incorporation, dated June 22, 2007.

99.2		Press release, dated as of June 22, 2007, entitled “Meggitt-USA, Inc. Completes Acquisition of K&F Industries.”

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Co-Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	K&F Industries Holdings, Inc.
Date: March 6, 2007		By:	/s/ Ronald H. Kisner
			Name:	Ronald H. Kisner
			Title:	Executive Vice President, Secretary and General Counsel

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Co-Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	K&F Industries, Inc.
Date: March 6, 2007		By:	/s/ Ronald H. Kisner
			Name:	Ronald H. Kisner
			Title:	Executive Vice President, Secretary and General Counsel

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